4.500% Notes due 2030
This Security is one or all of a duly authorized issue of securities of the Company (herein called the Securities), initially
limited in aggregate principal amount to $850,000,000, issued and to be issued in one or more series under an Indenture, dated as of April 6, 2004 (herein called the Indenture), among the Company, GSK plc, as Guarantor (the
Guarantor) and Deutsche Bank Trust Company Americas (as successor to Law Debenture Trust Company of New York, pursuant to an Instrument of Resignation, Appointment and Acceptance dated April 12, 2017, among the Company, Deutsche
Bank Trust Company Americas and Law Debenture Trust Company of New York), as trustee (herein called the Trustee, which term includes any successor trustee under the Indenture), as amended and supplemented by the First Supplemental
Indenture dated as of March 18, 2013, the Second Supplemental Indenture dated as of March 21, 2014, and as further amended and supplemented by the Third Supplemental Indenture dated as of May 15, 2018, among the Company, the Guarantor
and the Trustee, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitation of rights, duties and immunities thereunder of the Company, the Guarantor, the Trustee and the
Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one or all of the series designated as the 4.500% Notes due 2030.
As provided in and subject to the provisions of the Indenture, the Securities in this series are redeemable in whole but not in part, at the
discretion of the Company (or, if applicable, the Guarantor), if: (a) the Company (or, if applicable, the Guarantor) determines that as a result of any change in or amendment to the laws or any regulations or rulings promulgated thereunder of
the United Kingdom (or of any political subdivision or taxing authority thereof) or the United States (or of any political subdivision or taxing authority thereof), or any change in the application or official interpretation of such laws,
regulations or rulings, or any change in the application or official interpretation of, or any execution of or amendment to, any treaty or treaties affecting taxation to which any such jurisdiction is a party, which change, execution or amendment
becomes effective on or after the issue date, the Company (or, if applicable, the Guarantor) would be required to pay Additional Amounts with respect to such series of Securities on the next succeeding Interest Payment Date and the payment of such
Additional Amounts cannot be avoided by the use of reasonable measures available to the Company or the Guarantor, or withholding tax has been or would be required to be withheld with respect to interest income received or receivable by the Company
directly from the Guarantor (or any affiliate) and such withholding tax obligation cannot be avoided by the use of reasonable measures available to the Company or the Guarantor (or any affiliate) or (b) the Company (or, if applicable, the
Guarantor) determines, based upon an opinion of independent counsel of recognized standing that, as a result of any action taken by any legislative body of, taxing authority of, or any action brought in a court of competent jurisdiction in, the
United Kingdom (or any political subdivision or taxing authority thereof) or the United States (or of any political subdivision or taxing authority thereof) (whether or not such action was taken or brought with respect to the Company or the
Guarantor), which action is taken or brought on or after the issue date, there is a substantial probability that the circumstances described in subsection (a) above would exist; provided, however, that no such notice of redemption may be given
earlier than 90 days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts. The Company or the Guarantor will also pay to each Holder, or make available for payment to each such Holder, on the redemption
date any Additional Amounts resulting from the payment of such redemption price.
In the event of a redemption as described in the
preceding paragraph, notice of such redemption to the Holders of Securities of this series to be redeemed, in whole but not in part, at the option of the Company shall be given by mailing notice of such redemption by first class mail, postage
prepaid, at least 15 days and not more than 60 days prior to the date fixed for redemption to such Holders of Securities of such series at their last addresses as they shall appear upon the Security Register of the Company.
Prior to March 15, 2030 (the Par Call Date), the Company may redeem the Securities of this series at its option, in whole or
in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
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1) |
(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon
discounted to the redemption date (assuming the Securities matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate plus 10 basis points less (b) unpaid interest, if any, accrued thereon to the date of redemption, and |
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2) |
100% of the principal amount of the Securities to be redeemed, |